LEO enters Scheme Implementation Deed with VGW to provide a liquidity opportunity for minority shareholders

LEO enters Scheme Implementation Deed with VGW to provide a liquidity opportunity for minority shareholders

• Lance East Office (“LEO”), the family office of VGW Founder and CEO Laurence Escalante, via a newly established BidCo, has entered into a Scheme Implementation Deed with VGW to provide minority shareholders the ability to receive total cash consideration of A$5.05 per VGW share, less any dividends paid
• If the Scheme is implemented, VGW shareholders will have flexibility to:
  - receive cash, by electing Scheme Cash Consideration; or
  - continue their investment in VGW, by electing Scheme Scrip Consideration and receiving shares in BidCo; or
  - a combination of the above
• Transaction structure provides minority shareholders with value certainty and liquidity while also providing full flexibility for those that wish to retain exposure to the VGW business
• A VGW Independent Board Committee (excluding Mr Escalante and his affiliates) has been established, and the Independent Directors of VGW recommend shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding the Scheme is in the best interests of VGW shareholders
• The Scheme is subject to various conditions, including approval by VGW shareholders (other than Mr Laurence Escalante and his associated entities)
• The implementation of the Scheme is expected to occur in August 2025, subject to the satisfaction of the Scheme Conditions

Lance East Office Pty Ltd ("LEO"), the family office of Mr Laurence Escalante, Founder and CEO of VGW Holdings Limited ("VGW"), is pleased to announce that it has entered into a Scheme Implementation Deed ("SID") with VGW to acquire all the outstanding shares in VGW by way of a scheme of arrangement (“Scheme”) through Ocean BidCo Limited ("BidCo"), an unlisted special purpose company established by LEO.

LEO is offering to purchase all shares held by minority shareholders at a total transaction value of A$5.05 per share less any dividends determined and paid after the date of the SID and before the implementation of the Scheme. Eligible VGW shareholders also have the option to elect to receive shares in BidCo, allowing them to maintain an investment in VGW should they wish (while also receiving any dividends paid prior to implementation).[1]

VGW's Independent Board Committee has unanimously recommended that shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of VGW shareholders.

The Scheme is subject to approval by VGW shareholders (excluding Mr Laurence Escalante and his entities) at a meeting expected to be held in July 2025. Scheme Implementation is expected to occur in August 2025, subject to the satisfaction of the conditions precedent to implementation (including court approval, tax rulings, financing arrangements, shareholder approvals, and other customary matters).

Laurence Escalante, VGW founder and CEO said:
“VGW is a fantastic business and I thank all shareholders for their support in helping us build the company we have today. As the regulatory, competitive and economic landscape evolves, we face many new opportunities but also challenges and uncertainties.

“For some time now many VGW shareholders have asked how and when a liquidity event may arise, and the Scheme represents an efficient opportunity to allow those shareholders looking to monetise their investment for cash to do so. For those eligible VGW shareholders who decide to elect for cash consideration, I thank you for your support to this point.

“I also welcome any shareholders who wish to continue an investment in VGW, and I look forward to welcoming you as shareholders of BidCo (which would become the new holding company for VGW) if the Scheme is implemented.”

VGW is an Australian public company headquartered in Perth, Western Australia that is involved in the interactive entertainment industry, harnessing technology and creativity to deliver world-class, free-to-play online social games. VGW has operated in North America for more than a decade, where its high-quality, acclaimed brands including Chumba Casino, Global Poker and LuckyLand Slots are enjoyed by millions of players.

LEO is the family office of Laurence Escalante and was founded in 2021 to manage his private assets, finances, investments and philanthropic activities. LEO and its affiliates are collectively the largest shareholder of VGW, owning approximately 70% of all VGW shares.

LEO has appointed Macquarie Capital as its exclusive financial adviser and debt arranger and King & Wood Mallesons as its legal adviser.

VGW’s Independent Board Committee has appointed Greenstone Partners as its exclusive financial adviser and Ashurst as its legal adviser.

[1] Subject to being a VGW shareholder on the record date for the relevant dividend.

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Geoff Elliott (GRACosway)
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E: gelliott@gracosway.com.au

Luke Forrestal (GRA Partners)
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E: luke.forrestal@grapartners.com.au